Lullabies
by Karou's-Anthem
Summary: Flaky was happy, her childhood but a memory. Until Flippy returns from living with his "uncle", and Flaky suddenly finds herself launched into a ton of emotional confusion and humor with a dash of seasoned music ;3. FlippyxFlaky and FlakyxSniffles - Please check it out and give me some feedback c:
1. Chapter 1

**Summary:** Flaky was happy, her childhood but a memory. Until Flippy returns from living with his "uncle", and Flaky suddenly finds herself launched into a ton emotional confusion, and humor with a dash of seasoned music ;D.

**AN:** So, for those of you who are like "Who- dafuq?" I'm kind of new... But not really. This is my first fanfiction I've posted, but not my first that I've brewed. The reason I even chose Happy Tree Friends is because they have no set background. You have the ability to take the characters and create awesomeness. Regardless, I hope my writing isn't too boring, I have a lot of humor so I'll try to incorporate that as much as I can.

In another note, I've come across this great representation of the humanoid characters. Keep in mind, in this story the characters are entirely human, though that is not the case in the Fanfic. Also, Flippy's appearance doesn't appear quite like this for this story 3: Link to photo [Remove spaces, and put a period. in the DOT section :3] - Lokymew DOT Deviant art DOT com / art /My-Human-HTF-designs- 213075910

(I don't own these pictures, all art belongs to the respectfull owners!)

**Rating:** T for swears, sexual jokes, yattayatta

**Disclaimer:** I own none of the characters, nor songs. All content used to create this belongs to their respectful owners. The song used in this chapter is _"The Bird and The Worm" - Owl City_

Derp.

* * *

The summer evening was warm, the setting sun casting orange upon the sleepy coast town of Happy Tree. Despite the town's proximity to the ocean, the summer nights were warm, and the ocean breeze would calm as if to relinquish it's violence for picture perfect evenings.

Happy Tree Town had four main parts to it's structure. The board walk and the shops, as well as the cinema, were on the beach, or within the streets near the sandy shores.

Also near the coast were the vacation homes, as expected. But when traveling further into the town, you'd find yourself among the middle-class homes, where the majority of the population lived. Traveling even deeper, you'd find yourself among acres of farm land and less fortunate homes.

The boardwalk was busy, late venders offering small cones of ice cream and pointless trinkets to gullible tourists and bored Happy Tree Teens. Among the bustling venders, a teenage boy stood, checking his watch every so often. The boy was tall, with wild dark hair, and wire frame glasses. He wore a tan vest over a blue dress shirt and navy blue tie. Although he dressed mature, the boy could be no older than 21 by his youngly toned face. He sighed, checking his watch once more, and mutter beneath his breath.

"She's almost late..." He contemplated sitting on a bench, but resisted, as he had told her that this was where to meet him. His fingers tapped his thigh restlessly.

"Sniffles!" A light voice called out, above the sound of couples whispering and friends laughing. The boy turned immediately, a wide grin planting itself upon his features.

"Flaky!" He said as a short girl crashed into him. He stumbled back a few steps but righted himself and wrapped his arms around her. Sniffles looked down and smiled.

"You were almost late." He mock scolded. Flaky pulled from his arms, and looked down, playing with the frayed edges of her sweater. Her sweater was long, nearly covering her hands, and was a washed-out red. It was clearly a hand-me-down, though Flaky didn't mind. Beneath the sweater, she had red shorts, stockings and black boots that nearly reached her knees.

Her hair was brilliant red, as if dyed that color (though it was not,) and cut messily, with a long under-layer that reached mid back. Her wide eyes were a soft red as she met Sniffle's blue ones once again, a stuttering apology escaping her lips.

"W-well, my car broke down-" She began, but Sniffles only pulled her under his arm, and steered her towards the small cinema building.

"I was only kidding, Flaky." He gave her shoulder a squeeze. Sniffles was a few heads taller than Flaky, so her shoulders fell comfortably beneath his arm. Sniffles glanced at his watch, and sighed, "It's only 7:00. The movie starts at 8:20. What do you want to do in the meantime?"

Flaky thought quickly, though there was really nothing on the boardwalk she wanted to take part in. "Let's take a walk. Around the vacation homes?" She looked up at him, waiting or an answer. Of course he nodded, but she was always cautious when it came to joint decisions with her boyfriend.

Sniffles and Flaky were a pronounced couple, they were touchy, though not so much that it was boring and-or annoying. They respected each other, and laughed at each other's awkwardness, they were similar. That was perhaps the reason for the attraction in the first place. They were both seniors, along with all of their friends, had similar intellect levels, and had an aura of awkward, but Flaky often questioned whether they were truly happy with each other, or just longing for someone to pretend with.

They steered themselves away from the theatre, and instead found themselves buried deep in the brilliant vacation homes. Sniffles and Flaky chatted idly, all the while Flaky's arms were wrapped about Sniffles' waist, and she breathed in his scent, her eyes contently closed.

"Flaky? Do you hear that? It sounds like... A guitar?" Sniffles stopped, and looked down at her, then raised his eyes to look at the street it came from. It was a quiet avenue, with modest homes, all painted warm colors.

Her red eyes opened, and she too realized that she heard it. The girl nodded and pulled Sniffles towards the sound, although she regretted it as she drew closer, her anxiety creeping in. What if it was some... Guitar playing murderer? She mentally scolded herself for think such a weird thought. Sniffles grabbed for her small hand as they stepped towards the sound. They could now see the house it was coming from, it's siding was painted a warm blue-gray and the roof was simple and black, though only a portion of it was viewable as a large willow tree stood before it.

Sniffles spotted the player of the guitar immediately, and drew Flaky behind the willow tree, in an attempt to hide them while still viewing the player. He sat upon the roof, strumming idly. The playing stopped as if the boy knew they were there, but picked up again after a silent moment, and the two let out a collective breath they had not realized they'd been holding.

Flaky looked at Sniffles with a questioning glance, why did he want them to hide from a guy on a roof? What harm could come from that? She turned back to the roof as words began to spill from his throat.

"_If you're the bird_

_Whenever we pretend it's summer_

_Then I'm the worm_

_I know the part, it's such a bummer_

_But fair is fair_

_If my segments get separated_

_I'll scream_

_And you'll be there_"

"He's a wonderful singer," Flaky murmured. She peaked through the leaves to get a glimpse at the singing boy. He wore black pants with a dark green t-shirt. His feet were bare, and they tapped the black root along with a beat. He flicked his head in an attempt to remove his green hair from his eyes, although he was looking at nothing in particular.

"_Close your eyes_

_Close my eyes_

_Slide the cotton off of your shoulder_

_And feel the shine_

_Feel the shine_

_I'm hooked so toss me over_

_And cast a line_

_Well I'll try_

_I'll throw a party and greet my undersea friends_

_It depends_

_As they arrive_

_If they arrive_"

Sniffles stiffened, "Flaky, do you remember him?" He murmured, in an attempt to keep his voice low.

"N-no. Should I?" She replied, looking up with worried eyes.

"_You and I left our troubles far behind_

_But I still have just one more question on my mind_

_For all my pals who live in the oceans and the seas_

_With friends like these, well,_

_Who needs enemies?_ "

"That's Flippy. We went to elementary school with him." Sniffles squeezed her hand and looked back up at Flippy.

It a moment for Flaky to recall Flippy, "Didn't he move to his Uncle's? Even though it wasn't far, he was in the other district right?" Her eyebrows scrunched together as she remembered him. They used to play on the play structure in elementary school. Then one day something happened to her, a panic attack, and Flippy took her to the nurses office, and he held her hand the whole time. She remembered this in particular because she had asked him to hold her hand. They were good friends after that, and when he moved she had cried and given him a dandelion she pulled from her yard.

"_If I'm your boy_

_Let's take a shortcut we remember_

_And we'll enjoy_

_Picking apples in late September like_

_We've done for years_

_Then we'll take a long walk_

_Through the cornfield_

_And I'll kiss you_

_Between the ears_"

Sniffles pushed his glasses higher on his nose, "That was what originally happened, yes. But in middle school, right after he formed that band with Cuddles and Splendid and Mime?" Flaky nodded as she understood. "Well, then, he got really delusional. He was sent to mental institution, because he would turn into this.. Sadistic persona of himself. He hurt a lot of people and was suspected for an unsolved murder... I also heard he would talk to his persona in his mirrors or something... I guess he finally got out."

"_If you're my girl_

_Swirl me around your room with feeling_

_And as we twirl_

_The glow in the dark stars on your ceiling_

_Will shine for us_

_As love sweeps over the room_

_'Cause we tend to make_

_Each other blush,_

_You make me blush!_"

"Th-that's horrible..." Flaky choked out. She had been friends with him... And- that's terrible, she thought. She scooted closer to Sniffles and watched as Flippy finished his song.

"_You and I left our troubles far behind_

_But I still have just one more question on my mind_

_For all my pals who live in the oceans and the seas_

_With fronds like these, well,_

_Who needs anemones?_

_You're the bird, I'm the worm_

_And it's plain to see_

_That we were meant to be_

_We were meant to be_

_We were meant to be..._"

Flippy's eyes raised, and a smile tugged on his lips as he locked eyes with Flaky and

sang his last line,

"_We were meant to be_"

Flaky tugged on Sniffles' hand, "Let's... Go and wait for the movie to start." She shivered, despite the warm evening. He thoughts whirled about Flippy. Had that all really happened? Was he still the kind friend he knew? Would he remember her?

* * *

Author's Second Note: So.. I realize this might move quickly, but I really don't want that to be the case. If you have suggestions, please let me know. I realize I have an odd writing style, but I'm always changing :3

Haters gon Hate

Potaters gon potate.


	2. Chapter 2

**AN**: Hey guys, thanks for all of the reviews, and I'm sooo sorry I didn't update sooner. I've been busy, blah blah blah33

**Disclaimer**: I dun own any of the characters, they belong to their rightful owners over at Mondo Media :3

**Summary:** Flaky was happy, her childhood but a memory. Until Flippy returns from living with his "uncle", and Flaky suddenly finds herself launched into a ton emotional confusion, and humor with a dash of seasoned music ;D.

**Rating:** T for swears, sexual jokes, yattayatta

* * *

**Chapter 2**:

Although the sun was shinning, a chill was in the air, but it was welcomed as the days had been unusually humid and hot, odd for a beach town's climate. The ocean breeze was cooling and a great relief. The boardwalk was once again crowded with people, Flaky among them. Instead of her ragged sweater, she wore a long t-shirt that reached her thighs, and hung off her shoulders. She wore her old flats and stockings beneath the shirt.

The red-headed girl took a lick of the ice cream that she held with one hand, the other hooked on the dress of one of her companions. Flaky was joined by two other girls, a petite girl, wearing primarily pink, and short, bob cut pink hair, with a signature red bow. Trailing behind the two was a taller girl with long, dark blue hair, with a dyed light blue fringe. She wore a flower in her hair, and a pine tree necklace that gave off the faint scent of pine.

"Petunia, hurry up!" The pink girl whined, casting a glance back.

Petunia sighed, "There's no reason to hurry, Giggles, we're not even going anywhere." She sent an exhausted smile to Flaky, and quickened her pace to match Giggles'. Giggles hooked her arm with Petunias and began to hum.

"Petunia, if Giggles had any super power, what would it be?" Flaky asked, her eyes on her ice cream as she asked it.

"The power to giggle bad guys to death," Petunia answer, as she laughed.

"Oh yeah, and me?" Flaky asked after laughing, while giggles remained humming.

"Well..." Petunia started, but as she glanced in front of them, her attention was drawn to something else. "Isn't that Splendid and Mime and Cuddles?"

Giggles stopped humming and looked at where Petunia's eyes were trained. She smiled at the sight of Cuddles and the others, although her eyes focused remained on Cuddles.

"Why yes, I believe that is them. We should say hello!" Giggles pulled the girls the remaining fraction of the way from the boys. The boys were grouped around each other, casually exchanging conversation. Giggles, excited at the sight of her friends, skipped over, waving animatedly.

"Hey, you guys!" She sang, skipping ahead of Flaky and Petunia. Petunia linked arms with Flaky as they chatted quietly about superpowers. Giggles was already exchanging hellos and laughter by the time the blue haired girl accompanied with Flaky arrived. They both nodded their respectful hellos.

Cuddles was a tall boy, with bright blonde, nearly yellow hair with one tuft of pure white hair and he wore a yellow sweatshirt with a rabbit on the front. The sweatshirt was worn and frayed, indication that it was his favorite. Splendid, on the other hand, was shorter and wore new clothes, his shirt with a big superhero "S" on the front. Mime wore a plain purple and white striped long-sleeve t-shirt, stained at the very bottom. The stain was small, and only the most observant would notice it.

Mime waved to Flaky with a smile, and grinned at Petunia. Mime was always the friendly one, and never got into any argument. He was peaceful and quiet, though everyone knew he came from a broken home, but that's another story. A sad one, Flaky thought as she smiled back.

Giggles moved to stand next to Cuddles, immediately attracted to his presence. Petunia shook her head and rolled her eyes, as they obviously had feelings for each other, though they never said anything and this left their friends in a sort of tizzy. Flaky giggled at Petunia, and licked her ice cream.

"Splendid," Flaky piped up, "If you had a superpower what would it be?" Flaky asked quietly. She was normally nervous around people, but around her friends she found it a bit easier to speak up, even if she was hiding behind her icy treat, and her voice was still quiet.

"I would have every super power." He grinned, puffing out his chest.

"That's not fair!" Cuddles said, hitting him playfully on his back. Splendid immediately argued that it was fair, because everyone could have every super power. Sometimes, Flaky thought, they argue for no reason.

"Hey, what did I miss?" A voice said from behind them. Flaky, startled, nearly dropped her ice cream when she jumped. She turned around to be greeted by warm green eyes and a soft smile.

"Flippy! Is it fair to be able to have every super power?" Cuddles asked, as he was momentarily pulled form his argument with his companion. Flippy smiled and thought, as he slipped by Petunia and Flaky to stand next to Cuddles and Splendid.

"Depends on who it is." He answered, his voice light but also manly. Oddly, Flaky noted, he wore an army beret with a green t-shirt and black jeans. Flaky scooted closer to Petunia. Giggles, being ever charismatic, smiled at Flippy, and answered, "Splendid wants every super power. You're Flippy, from elementary school?" She smiled and giggled, owning to her name of Giggles.

Flippy nodded in response, a smile crossing his lips. He smiled at Petunia, though when his eyes landed on Flaky, his eyes grew warmer, his smile bright.

"Hello Flaky," He murmured with a nod. Her eyes widened behind her ice cream, and she smiled shakily back. Her thoughts raced, had he seen her when he had sang on his roof? Did he remember her like she remembered him? Flaky began to softly shake, an unknown fear building in her chest. Why was she so afraid of him? From what she remembered he was kind, and he certainly didn't seem malicious. Maybe her mind was playing tricks.

She was finishing off her ice cream when the group began to walk. To where Flaky was not inclined to ask, as she didn't really care. A slight breeze ruffled their hair and Flaky basked in it's cooling property. Her ice cream had been finished, yet her hands were still cold. Flaky's shaking hadn't let up, so from a distance, with her cold hands rubbing in front of her, and her body vibrating steadily, one would assume she was freezing.

"Are you alright Flaky? You look cold." Mime asked quietly, but Flaky shook her head.

"I'm f-fine!" She stuttered back, her eyes on the back of Flippy's head. She concluded that her fear originated from him for some reason, the cause of her shaking.

"You don't sound like your fine," Flippy injected with a warm voice. Mime looked at him and nodded in agreement. She shook her head but kept her voice quiet, afraid of stuttering again. Flippy shrugged, and turned towards Cuddles to continue the conversation he had previously been part of, before inclining about Flaky. Mime smiled and patted her shoulder, a friendly gesture, although he was oblivious as to why she was so - quite literally - shaken. She toyed with the hem of her shirt, and watched her feet while they walked. She trained her ears on the conversation before her, and she vaguely realized that they were talking about the boys' band.

"Yeah!" Cuddles said animatedly. "You guys should totally come to our show! It's later tonight, at The stage!" The stage was an old wooden stage in the local park, it's black paint was peeling in some parts, and it was creaky when you walked on it, it gave Flaky the chills. It was the local performance and concert spot, where crappy local bands would play. Flaky would never call Cuddles's band crappy, because in all honesty it wasn't, but the majority of the teenage bands around were in fact, crappy.

"You guys g-got the band back together?" Flaky asked, suddenly interested, recalling what Sniffles had told her the previous day.

Flippy smiled and nodded at her, "With yours truly on guitar." Flaky's mouth tightened and she nodded as if thoughtfully, though her mind was blank.

* * *

"Petunia, where'd you put that skirt?" Giggles asked from within her walk in closet, her happy voice slightly muffled. Flaky got a glimpse of her hand throwing yet another piece of clothing, this time a red and black plaid mini-skirt.

"The tutu one?" Petunia asked from the vanity. Flaky, Petunia and Giggles had returned to Giggles house after the boys invited them to their concert, and Giggles had been adamant on finding the perfect outfit for herself, Flaky and Petunia. The red-haired girl was sitting comfortably on Giggles's bed, surrounded by clothes of all shapes, colors and sizes. Truth be told it was kind of over-whelming.

Giggles's room was over-whelming without clothes strewn about. It was a modernly designed room, with pink walls and floor length windows that faced the street outside. Against one wall was Giggles' bed and a desk next to it. On the wall adjacent was the walk in closet, and her TV was pushed into the next corner. At the center of the room was a rug and two bean bags.

Petunia, perched on the vanity stool, had curled her long blue hair. She wore short blue skirt with a white blouse. She wore blue flowered flats, and her signature flower in her hair. Flaky, on the other hand, wore a dull strapless red dress, with black polka-dots, and her old black flats. Her hair was straight like she normally wore it though, uncomfortable with it any other way.

Flaky and Petunia had no trouble finding a preferred outfit, it was Giggles who was having an issue. Said girl groaned in exasperation, flopping onto the bed next to Flaky.

"I just don't know what to wear! I want it to be perfect!" Giggles said to Flaky, toying with Flaky's red hair absentmindedly.

"I think y-you looked pretty, gorgeous even, those jeans and the pink tank top." Flaky replied, smiling at her distraught friend.

"You should wear that, with those black heels and the black belt? Oooh, maybe that one fedora you never wear?" Petunia chimed in, grinning.

"W-with your pink purse!" Flaky gave a final say, giggling and patting Giggle's perfectly pink head.

"Thanks, I think I will wear that!" Giggles threw herself off her bed, digging through her clothes to find said outfit. Flaky dully noted that Giggles reminded her of a little fairy, the way she flitted around the room, creating fashion magic. She laughed quietly to herself.

Petunia, finished curling her hair and applying makeup, turned to Flaky, a grin across her lips.

"What do you think of Flippy?" She asked.

"W-what about h-him?" Flaky's anxiety level began to increase, a small shake begining in her hands, which she used to fiddle with her dress.

"He's cute, right?" Petunia asked, a silly tone in her voice, "I should ask him out!"

"Well... I-i dunno. H-he kind of scares me..." Flaky admitted, glancing down, as if ashamed.

"Why? He's so nice!" Giggles chimed in from the closet, "Speaking of boys," She continued, "Are you going to bring Sniffles?"

Flaky nodded, but then realized that Giggles couldn't see her nod from the closet, "Yes! He's c-coming right now!" Flaky added.

"Sweet! How do I look!?" Giggles asked when she stepped out of the closet. Flaky glanced up and smiled, though her thoughts were else where.

Why was Flippy so scary? Did she forget if something happened to make her afraid? It was deep rooted fear, not some petty scared-ness. He's nice, she tried to convince herself. He seemed to like her. Maybe it was because of their childhood friendship.

Her thoughts kept racing, even after Sniffles showed up and gave her a light peck and sat down next to her. She remained rather quiet, only talking when needed. She only slightly blushed when Sniffles complimented her dress, giving her another kiss. Her thoughts were trained on Flippy, and Flippy only.


End file.
